David
M. McGlone, with whom Christian B.W. Stephens and Eckert,
Seamans, Cherin & Mellott, LLC were on brief, for
appellee.

Before
Torruella, Lynch, and Barron, Circuit Judges.

BARRON, Circuit Judge.

This
appeal concerns a dispute between two businesses: Forte
Automation Systems, Inc. ("Forte"), the
defendant-appellant, and Full Spectrum Software, Inc.
("Full Spectrum"), the plaintiff-appellee. Their
dispute requires us to resolve two distinct legal issues. The
first turns on whether the evidence in the record suffices to
sustain the jury's verdict and chiefly concerns the scope
of the Massachusetts catch-all consumer protection statute,
chapter 93A. See Mass. Gen. Laws ch. 93A. The other
turns on whether Full Spectrum had a right to have its
chapter 93A claim for damages tried by a jury in federal
court at all. Because we decide both issues in favor of Full
Spectrum, we affirm.

I.

The
following facts are uncontested. This dispute dates back to
June of 2011. At that time, Forte executed a contract with
ProTom International, Inc. ("ProTom"). Under that
contract with ProTom, Forte agreed to engineer specialized
software for a proton radiation therapy station in a cancer
treatment hospital. Full Spectrum became involved in the
following way.

After
Forte secured the contract with ProTom, Forte executed a
subcontract to complete the project with Medical Instruments,
Co., doing business as Civco Medical Solutions
("Civco"). Civco, in turn, subcontracted software
development services for the project to Full Spectrum. On or
about April 16, 2012, however, Civco pulled out of the
project. And, on April 16, a representative from Civco
informed Full Spectrum, over email, that "starting
today, all work performed on the product should be billed to
Forte, " and that Forte would want a quote on the
remaining work.

The
next day, April 17, the president of Full Spectrum, Andrew
Dallas, emailed the president of Forte, Toby Henderson, to
confirm that Forte would be taking over management of the
project. In that email, Dallas told Henderson, "In order
to make the transition, we'll need to get our Consulting
Services Agreement (CSA) in place with Forte along with a
Work Order for the project." Dallas attached the CSA,
along with Full Spectrum's billing rates, to the email.
No Work Order was attached. Forte's Project Manager, Ed
Roman, replied on April 18, directing Full Spectrum to
continue work on the project.

In
accord with Roman's email, Full Spectrum continued to
work on the project over the next several weeks. Full
Spectrum also billed Forte on April 30, May 7, and May 14, in
the total amount of $133, 053.75. As we discuss in more
detail below, the parties also continued to work out aspects
of their commercial terms. On May 3, Forte and Full Spectrum
signed the CSA. Full Spectrum then sent Forte the Work Order
-- which contained specific details about the project -- and
repeatedly requested that Forte sign it. On May 14, Forte
presented Full Spectrum with a Purchase Order, which
contained terms that were different from those in Full
Spectrum's CSA and Work Order, and that were adverse to
Full Spectrum.[1] On that same date, Full Spectrum
terminated its involvement with the project. Forte
subsequently refused to compensate Full Spectrum for the work
that Full Spectrum had completed between April 16 and May 14.

On
August 10, 2012, Full Spectrum, which is based in
Massachusetts, filed this diversity suit against Forte, which
is based in Illinois, in federal court in the District of
Massachusetts. In the complaint, Full Spectrum alleged
various claims under Massachusetts law, only two of which
remain at issue on appeal. These two claims are for breach of
implied contract and violation of chapter 93A.

Prior
to trial, Full Spectrum moved to submit the chapter 93A claim
to a binding jury, or, in the alternative, to an advisory
jury. Forte objected under Rule 39 of the Federal Rules of
Civil Procedure to submitting the claim to a binding jury,
arguing that there is no right to a jury trial -- under state
or federal law -- for claims under chapter 93A. The District
Court granted Full Spectrum's motion without comment.

At the
close of evidence, Forte submitted a motion under Rule 50(a)
of the Federal Rules of Civil Procedure for judgment as a
matter of law. In its motion, Forte contended that there was
not sufficient evidence to support a finding for Full
Spectrum on either the implied contract or the chapter 93A
claim. The District Court denied the motion without comment.

Before
the jury began deliberations, the District Court instructed
the jury, "I have no opinion about what the facts are or
what your verdict ought to be; that is solely and exclusively
your duty and responsibility." The jury then was given a
special verdict form and returned the following verdict. The
jury found Forte liable for breach of implied contract and
for knowing and willful violation of chapter 93A. The jury
awarded Full Spectrum $133, 053.75 in actual damages, without
specifying whether those damages arose from the breach of
implied contract, from the violation of chapter 93A, or from
some combination of the two. The jury also awarded Full
Spectrum $350, 000 in punitive damages specifically based on
the violation of chapter 93A.

In
entering the judgment, the District Court noted that the
judgment reflected a jury verdict, rather than a decision by
the District Court itself. Forte then renewed its motion for
judgment as a matter of law pursuant to Rule 50(b) of the
Federal Rules of Civil Procedure. The District Court denied
the motion without comment.

On
appeal, Forte challenges the District Court's denial of
Forte's motion for judgment as a matter of law on both
Full Spectrum's implied contract claims and on its
chapter 93A claims, contending that there was not sufficient
evidence to support the jury's verdict on either claim.
Forte also challenges the District Court's decision to
submit Full Spectrum's chapter 93A claim to a jury
notwithstanding Forte's objection under Rule
39.[2]

II.

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
begin with Forte&#39;s challenge to the denial of Forte&#39;s
motion for judgment as a matter of law based on insufficient
evidence. Our review is de novo. Jones ex rel. U.S.v.Mass. Gen. Hosp., 780 F.3d 479, 487 (1st
Cir. 2015). We "must affirm unless the evidence,
together with all reasonable inferences in favor of the
verdict, could lead a reasonable person to only one
conclusion, namely, that the moving party was entitled to
judgment." Astro-Med, Inc.v.Nihon Kohden Am., Inc., 591 F.3d 1, 13 (1st Cir.
2009) (citation omitted). We must refrain from passing
judgment upon the credibility of witnesses, resolving
...

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